EXHIBIT 10.3

                          REGISTRATION RIGHTS AGREEMENT


                  Registration  Rights  Agreement,  dated  as of July  1,  2004,
between Redhook Ale Brewery, Incorporated, a Washington corporation ("Redhook"),
and Anheuser-Busch, Incorporated, a Missouri corporation ("ABI").

                  WHEREAS,  Redhook and ABI have  entered  into an Exchange  and
Recapitalization Agreement dated as of June 30, 2004 (the "Exchange Agreement"),
pursuant to which  Redhook  has agreed to issue and deliver to ABI,  and ABI has
agreed to accept from  Redhook,  shares of common  stock,  par value  $0.005 per
share ("Common Stock"); and

                  WHEREAS, ABI may in the  future acquire additional  securities
of Redhook; and

                  WHEREAS,  in order to induce  ABI to enter  into the  Exchange
Agreement and to acquire such shares of Common Stock and additional  securities,
Redhook has agreed to provide registration rights with respect thereto;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
covenants hereinafter contained, it is agreed as follows:

                  1. DEFINITIONS. Unless otherwise defined herein, terms defined
in the Exchange Agreement are used herein as therein defined,  and the following
shall have the  following  respective  meanings  (such  meanings  being  equally
applicable to both the singular and plural form of the terms defined):

                  "Agreement"  shall mean this  Registration  Rights  Agreement,
including any exhibits or schedules  thereto,  as such agreement may be amended,
supplemented  or otherwise  modified  from time to time in  accordance  with the
terms thereof.

                  "Business  Day" shall mean any day that is not a  Saturday,  a
Sunday or a day on which  banks are  required or  permitted  to be closed in the
State of Missouri, the State of New York or the State of Washington.

                  "CBA Distribution Agreement" shall mean the Master Distributor
Agreement  between Craft Brands Alliance LLC and ABI dated July 1, 2004, as such
agreement may be amended,  supplemented or otherwise  modified from time to time
in accordance with the terms thereof.

                  "Commission" shall mean the Securities and Exchange Commission
or any other federal  agency then  administering  the  Securities  Act and other
federal securities laws.



<PAGE>


                  "Distribution  Agreement"  shall mean the  Master  Distributor
Agreement  between Redhook and ABI dated the date hereof,  as such agreement may
be amended,  supplemented or otherwise  modified from time to time in accordance
with the terms thereof.


                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and all rules and regulations promulgated thereunder.

                  "Minimum Number of Registrable  Securities"  shall mean either
(i) if Redhook is not eligible to file a registration  statement on Form S-3 (or
other  comparable  short  form)  under the  Securities  Act,  250,000  shares of
Registrable  Securities,  (ii) if Redhook  is  eligible  to file a  registration
statement on Form S-3 (or other comparable short form) under the Securities Act,
150,000 shares of Registrable Securities,  or (iii) if fewer than 250,000 shares
of Registrable  Securities or 150,000 shares of Registrable  Securities,  as the
case may be,  are  outstanding,  all of the  remaining  outstanding  Registrable
Securities. Any stock split, stock dividend, recapitalization, reclassification,
stock combination or other change in the terms of Stock occurring after the date
hereof  affecting the number of shares of Stock held by or issuable to ABI shall
increase  or reduce the Minimum  Number of  Registrable  Securities  in the same
proportion  as the shares of Stock held by or issuable to ABI were  increased or
decreased   by   such   stock   split,    stock   dividend,    recapitalization,
reclassification, stock combination or change.

                  "NASD"  shall  mean the  National  Association  of  Securities
Dealers, Inc., or any successor corporation thereto.

                  "Person"  shall  mean  any  individual,  sole  proprietorship,
partnership,  joint venture, trust,  unincorporated  organization,  association,
corporation,  institution,  public  benefit  corporation,  entity or  government
(whether  federal,  state,  county,  city,  municipal or  otherwise,  including,
without limitation,  any instrumentality,  division,  agency, body or department
thereof).


                  "Registrable Securities" shall mean all shares of Common Stock
and other securities  issued by Redhook or any Subsidiary of Redhook held by ABI
from time to time.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended and all rules and regulations promulgated thereunder.

                  "Stock"  shall mean all  shares,  options,  warrants,  rights,
general or limited  partnership  interests,  participations or other equivalents
(regardless of how designated) of or in a corporation, partnership or equivalent
entity whether voting or nonvoting, including, without limitation, common stock,
preferred stock, or any other "equity security" (as such term is defined in Rule
3a11-1 of the General Rules and Regulations  promulgated by the Commission under
the Exchange Act).

                  "Termination  Date"  shall  mean any  date  (i) on  which  the
Distribution  Agreement is duly  terminated  or expires in  accordance  with its
terms,  (ii) on which  the CBA  Distribution  Agreement  is duly  terminated  or
expires in  accordance  with its terms or (iii) on which the products of Redhook
are excluded from the CBA Distribution Agreement pursuant to its terms.


                                       2
<PAGE>

                  2.       REQUIRED REGISTRATION.

                           (a) At any time,  after receipt of a written  request
from ABI requesting  that Redhook effect the  registration  under the Securities
Act of at least the Minimum Number of Registrable  Securities and specifying the
intended method or methods of disposition  thereof,  thereupon Redhook shall, as
expeditiously  as is possible,  but not later than 90 days after  receipt of the
request, file a registration statement under the Securities Act with respect to,
and use its best efforts to effect the registration under the Securities Act of,
all shares of  Registrable  Securities  which  Redhook has been so  requested to
register,  all to the extent  required to permit the  disposition (in accordance
with the intended  method or methods  thereof,  as aforesaid) of the Registrable
Securities so registered; PROVIDED, HOWEVER, that, except as otherwise described
in this  section,  Redhook  shall  not be  required  to effect  more than  three
registrations  of any Registrable  Securities  pursuant to this Section 2 in any
five calendar year period.

                           (b)  Notwithstanding  the  other  provisions  of this
Section 2, after a Termination  Date,  ABI shall be entitled to cause Redhook to
effect two  additional  registrations  of  Registrable  Securities  pursuant  to
Section  2(a),  notwithstanding  any  limitations  in  Section  2 or  additional
registrations that might otherwise be available pursuant to Section 2.

                  3. INCIDENTAL REGISTRATION. If Redhook at any time proposes to
file  on its  behalf  and/or  on  behalf  of any of its  security  holders  (the
"demanding security holders") a Registration  Statement under the Securities Act
on any  form  (other  than a  Registration  Statement  on Form S-4 or S-8 or any
successor  form  for  securities  to be  offered  in a  transaction  of the type
referred  to in Rule 145 under the  Securities  Act or to  employees  of Redhook
pursuant  to  any  employee   benefit  plan,   respectively)   for  the  general
registration of securities,  it will give written notice to ABI at least 60 days
before the initial  filing with the Commission of such  Registration  Statement,
which  notice  shall  set  forth  the  intended  method  of  disposition  of the
securities  proposed  to be  registered  by Redhook.  The notice  shall offer to
include in such filing the aggregate number of shares of Registrable  Securities
as ABI may request.

                  If ABI desires to have Registrable Securities registered under
this Section 3, it shall advise Redhook in writing within 20 Business Days after
the date of receipt of such offer  from  Redhook,  setting  forth the amount and
type of such Registrable Securities for which registration is requested. Redhook
shall  thereupon  include  in such  filing  the  number  and type of  shares  of
Registrable  Securities for which  registration is so requested,  subject to the
remaining provisions of this paragraph, and shall use its best efforts to effect
registration  under the  Securities  Act of such  shares.  If the lead  managing
underwriter  of a proposed  public  offering  shall advise  Redhook that, in its
opinion, the distribution of the Registrable Securities requested to be included
in the registration concurrently with the securities being registered by Redhook
or any demanding  security  holder would  materially  and  adversely  affect the
distribution of such securities by such demanding  security holder or Redhook or
the proceeds to be received by such  demanding  security  holder or Redhook as a
result of the distribution of such securities, then the securities to be sold by
any demanding  security holder not contractually  entitled to include


                                       3
<PAGE>

securities in the offering  shall be eliminated  from the offering to the extent
necessary to avoid such effect. If such reduction does not eliminate the effect,
then ABI, Redhook and each demanding security holder  contractually  entitled to
include  securities  in the offering  shall each reduce the amount of securities
intended to be  distributed  through such offering by such parties on a pro rata
basis to the extent necessary to avoid such effect.

                  4.  REGISTRATION  PROCEDURES.  If Redhook is  required  by the
provisions of Section 2 or 3 to use its best efforts to effect the  registration
of  any  of  its  securities   under  the  Securities  Act,   Redhook  will,  as
expeditiously as possible:

                           (a)   prepare   and  file  with  the   Commission   a
Registration  Statement with respect to such securities which shall be available
for the sale of the  Registrable  Securities  in  accordance  with the  intended
method of distribution thereof, cause the Registration Statement not to misstate
any  material  fact and not to omit to state any  material  fact  required to be
included  therein or necessary to make the statements  therein not misleading in
the light of the circumstances  when made and to comply in all material respects
with the  requirements  of the Securities Act, and use its best efforts to cause
such Registration  Statement to become and remain effective for a period of time
required for the disposition of such securities by ABI;

                           (b) use best  efforts  to  prepare  and file with the
Commission such amendments and  supplements to such  Registration  Statement and
the  prospectus  used in  connection  therewith as may be necessary to keep such
Registration  Statement  effective  and to  comply  with the  provisions  of the
Securities  Act with respect to the sale or other  disposition of all securities
covered by such Registration Statement until such time as all of such securities
have been disposed of in a public  offering (the expenses of such amendments and
supplements being paid as described in Section 5(a) hereof);

                           (c) furnish to ABI such number of copies of a summary
prospectus  or  other  prospectus,   including  a  preliminary  prospectus,   in
conformity  with  the  requirements  of  the  Securities  Act,  and  such  other
documents, as ABI may reasonably request;

                           (d) use its best  efforts to  register or qualify the
securities covered by such Registration Statement under such other securities or
blue sky laws of such jurisdictions  within the United States and Puerto Rico as
ABI shall  request  (PROVIDED,  HOWEVER,  that Redhook shall not be obligated to
qualify  as a  foreign  corporation  to  do  business  under  the  laws  of  any
jurisdiction in which it is not then qualified or to file any general consent to
service  of  process),  and do such other  reasonable  acts and things as may be
required of it to enable ABI to consummate the disposition in such  jurisdiction
of the securities covered by such Registration Statement;

                           (e) at the  request  of ABI,  cause  all  Registrable
Securities to be listed on any  securities  exchange or any automated  quotation
system on which  Stock of the same  class is then  listed  or quoted  or, if the
Registrable Securities are Common Stock and the Common Stock is not so listed or
quoted and Redhook meets the requirements  therefor, on the NASDAQ Stock Market;


                                       4
<PAGE>


                           (f)  make  available  for   inspection  by  ABI,  any
underwriter participating in the distribution of the Registrable Securities, any
representative of any such underwriter and any attorney or accountant designated
by ABI, at reasonable times and in a reasonable manner and subject to reasonable
limitations  designed to protect the confidentiality of proprietary  information
not required to be disclosed in the  Registration  Statement,  all financial and
other  records,  pertinent  documents and  properties of Redhook,  and cause the
respective   officers,   directors  and  employees  of  Redhook  to  supply  all
information   reasonably   requested   by  ABI   and   any   such   underwriter,
representative, attorney or accountant;

                           (g) a  reasonable  time prior to the filing  thereof,
deliver to ABI the Registration Statement, the prospectus,  any amendment to the
Registration  Statement or supplement to any  prospectus or any document that is
to be incorporated by reference into the  Registration  Statement or prospectus,
and make such representatives of Redhook as shall be reasonably requested by ABI
available  for  discussion  of any such  document,  but  subject  to  reasonable
limitations designated to protect the confidentiality of proprietary information
not required to be disclosed in the Registration Statement;

                           (h) furnish,  at the request of ABI, on the date that
such shares of Registrable Securities are delivered to the underwriters for sale
pursuant to the offering or, if such  Registrable  Securities are not being sold
through underwriters,  on the date that the Registration  Statement with respect
to such  shares of  Registrable  Securities  becomes  effective,  (1) an opinion
letter, dated such date, of the independent counsel representing Redhook for the
purposes of such  registration,  addressed to the  underwriters,  if any, and if
such  Registrable  Securities are not being sold through  underwriters,  then to
ABI, in customary form and covering matters of the type  customarily  covered in
such  legal  opinions;  and (2) a  comfort  letter  dated  such  date,  from the
independent   certified  public   accountants  of  Redhook,   addressed  to  the
underwriters,  if any,  and if such  Registrable  Securities  are not being sold
through  underwriters,  then to ABI and, if such  accountants  refuse to deliver
such letter to ABI, then to Redhook, in a customary form and covering matters of
the type customarily  covered by such comfort letters and as the underwriters or
ABI shall reasonably request.  Such letter from the independent certified public
accountants shall  additionally  cover such other financial  matters  (including
information  as to the period  ending not more than five  Business Days prior to
the date of such  letter)  with respect to the offering in respect of which such
letter is being given as ABI may reasonably request;

                           (i) enter into  customary  agreements  (including  an
underwriting  agreement  in customary  form) and take such other  actions as are
reasonably  required in order to expedite or facilitate the  disposition of such
Registrable  Securities  and cause the  officers  and  employees  of  Redhook to
participate in road shows or other marketing efforts  customarily  undertaken by
registrants  in public  offerings as may be  reasonably  requested by ABI or the
underwriters of its Registrable Securities;

                           (j)  promptly  notify ABI and, if  requested  by ABI,
confirm such advice in writing (1) when the  Registration  Statement  has become
effective and when any post-effective  amendments thereto become effective,  (2)
of any  request  by  the  Commission  or  any  state  securities  authority  for
amendments and supplements to the  Registration  Statement and

                                       5

<PAGE>

prospectus or for additional information,  (3) of the issuance by the Commission
or any state securities authority of any stop order suspending the effectiveness
of the  Registration  Statement or the  initiation of any  proceedings  for that
purpose;  and (4) at any time when a  prospectus  relating  to such  Registrable
Securities  is  required  to be  delivered  under  the  Securities  Act,  of the
happening  of any event as a result of which the  prospectus  includes an untrue
statement of a material  fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the  circumstances  when made or,  if for any other  reason it shall be
necessary during such period to amend or supplement the  Registration  Statement
or the prospectus or to file under the Exchange Act any document incorporated by
reference into the Registration Statement; and under those circumstances, at the
request of ABI,  Redhook shall prepare and file such document and furnish to ABI
as many copies as ABI may from time to time  reasonably  request,  including but
not  limited to copies of a  supplemented  prospectus  or a  supplement  to such
prospectus  as may be necessary to correct such  statement or omission or effect
such compliance;

                           (k) use its best efforts to obtain the  withdrawal of
any order suspending the effectiveness of the Registration Statement as promptly
as  possible  and provide  prompt  notice to ABI of the  withdrawal  of any such
order;

                           (l)  use  its  best   efforts  to  comply   with  all
applicable rules and regulations of the Commission, use best efforts to take all
other steps necessary to effect the  registration of the Registrable  Securities
and make available to its security holders,  as soon as reasonably  practicable,
but not  later  than 18  months  after the  effective  date of the  Registration
Statement,  an  earnings  statement  covering  the  period of at least 12 months
beginning   with  the  first  full  month  after  the  effective  date  of  such
Registration  Statement,  which earnings statements shall satisfy the provisions
of Section 11(a) of the Securities Act; and

                           (m)  It  shall  be  a  condition   precedent  to  the
obligation of Redhook to take any action  pursuant to this  Agreement in respect
of the  securities  which are to be  registered  at the  request of ABI that ABI
shall furnish to Redhook such  information  regarding the securities held by ABI
and the  intended  method of  disposition  thereof as Redhook  shall  reasonably
request and as shall be required in connection with the action taken by ABI.

                  5.  EXPENSES.  All expenses  incurred in  complying  with this
Agreement,  including,  without  limitation,  all  registration  and filing fees
(including all expenses  incident to filing with the NASD),  printing  expenses,
fees and disbursements of counsel for Redhook,  the reasonable fees and expenses
of a single counsel for the holders of the securities to be sold in the offering
(selected by those holding a majority of the securities  being registered in the
event of a  registration  pursuant to Section 3 and selected by ABI in the event
of a  registration  pursuant  to Section  2),  expenses  of any  special  audits
incident to or required by any such offering, rating agency fees and expenses of
complying with the securities or blue sky laws of any  jurisdiction  pursuant to
Section 4 (d), shall be paid by Redhook, except that

                           (a) all such  out-of-pocket  expenses  in  connection
with any  amendment or supplement  to the  Registration  Statement or prospectus
filed more than 270 days after the effective date of such Registration Statement
because ABI has not effected the  disposition of the


                                       6
<PAGE>

securities requested to be registered shall be paid by ABI (provided that in the
event that the  Registration  Statement was subject to any order  suspending the
effectiveness of the Registration Statement for any period, for purposes of this
Section  5(a) such period  shall be excluded  for  purposes of  determining  the
period for which the Registration Statement has been effective);

                           (b)  Redhook  shall  not  be  liable  for  any  fees,
discounts or commissions  to any  underwriter  or any fees or  disbursements  of
counsel for any underwriter in respect of the securities sold by ABI.

                  6. INDEMNIFICATION AND CONTRIBUTION.

                           (a)  In  the  event  of  any   registration   of  any
Registrable  Securities  under the  Securities  Act pursuant to this  Agreement,
Redhook shall  indemnify and hold  harmless ABI,  ABI's  directors and officers,
each other person  (including each underwriter) who participated in the offering
of such Registrable  Securities and each other person,  if any, who controls ABI
or such  participating  person within the meaning of the Securities Act, against
any losses,  claims,  damages or liabilities,  joint or several, to which ABI or
any such director or officer or participating  person or controlling  person may
become  subject under the  Securities Act or any other statute or at common law,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise  out of or are  based  upon (i) any  actual  or  alleged  untrue
statement of any material fact  contained in any  Registration  Statement  under
which such securities were registered  under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or (ii) any actual or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  and shall reimburse ABI or such director,  officer or participating
person or  controlling  person  for any legal or any other  expenses  reasonably
incurred by ABI or such director, officer or participating person or controlling
person in  connection  with  investigating  or defending  any such loss,  claim,
damage, liability or action; PROVIDED, HOWEVER, that Redhook shall not be liable
in any such case to the extent that any such loss,  claim,  damage or  liability
arises out of or is based upon any actual or alleged untrue  statement or actual
or alleged omission made in such Registration Statement, preliminary prospectus,
prospectus or amendment or  supplement  in reliance upon and in conformity  with
written information  furnished to Redhook by ABI specifically for use therein or
(in the case of any  registration  pursuant to Section 2) so furnished  for such
purposes  by any  underwriter.  Such  indemnity  shall  remain in full force and
effect  regardless  of any  investigation  made by or on  behalf  of ABI or such
director,  officer or  participating  person or  controlling  person,  and shall
survive the transfer of such securities by such holder.

                           (b)  ABI  agrees  to  indemnify   and  hold  harmless
Redhook,  its directors and officers and each other person, if any, who controls
Redhook  within the meaning of the  Securities  Act against any losses,  claims,
damages or liabilities,  joint or several, to which Redhook or any such director
or officer or any such person may become subject under the Securities Act or any
other  statute or at common  law,  insofar as such  losses,  claims,  damages or
liabilities  (or  actions  in  respect  thereof)  arise out of or are based upon
information  in writing  provided  to Redhook  by ABI  specifically  for use and
contained,  on the effective date thereof,  in any Registration  Statement under
which securities were registered under the Securities Act at the


                                       7
<PAGE>

request  of ABI,  any  preliminary  prospectus  or  final  prospectus  contained
therein, or any amendment or supplement thereto.  Notwithstanding the foregoing,
ABI shall not be required to provide  indemnification  pursuant to this  Section
6(b) in excess of the amount by which the net proceeds  realized by ABI from the
sale of the  Registrable  Securities  in the offering  exceeds the amount of any
damages that ABI has otherwise  been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

                           (c)   In   case   any   proceeding   (including   any
governmental investigation) shall be instituted
involving  any person in respect of which  indemnity  may be sought  pursuant to
Section 6(a) or Section 6(b), the  indemnified  party shall promptly  notify the
indemnifying  party in writing and the indemnifying  party,  upon request of the
indemnified party, shall retain counsel  satisfactory in the reasonable judgment
of the indemnified  party to represent the indemnified  party and any others the
indemnifying  party may designate in such  proceeding and shall pay the fees and
disbursements  of  such  counsel  related  to  such  proceeding.   In  any  such
proceeding,  any  indemnified  party  shall  have the  right to  retain  its own
counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such  indemnified  party unless (i) the  indemnifying  party and the indemnified
party shall have  mutually  agreed to the  retention of such counsel or (ii) the
named parties to any such proceeding  (including any impleaded  parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests between them. It is understood that the indemnifying  party
shall  not,  in  respect  of the  legal  expenses  of any  indemnified  party in
connection with any proceeding or related  proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate  firm (in addition
to any local  counsel for all such  indemnified  parties) and that all such fees
and  expenses  shall be  reimbursed  as they are  incurred.  Such firm  shall be
designated  in writing by ABI,  in the case of parties  indemnified  pursuant to
Section 6(a),  and by Redhook,  in the case of parties  indemnified  pursuant to
Section 6(b). The  indemnifying  party shall not be liable for any settlement of
any proceeding  effected without its written  consent,  but if settled with such
consent or if there be a final  judgment  for the  plaintiff,  the  indemnifying
party agrees to  indemnify  the  indemnified  party from and against any loss or
liability  by  reason  of  such  settlement  or  judgment.  Notwithstanding  the
foregoing sentence,  if at any time an indemnified party shall have requested an
indemnifying  party to reimburse the indemnified  party for fees and expenses of
counsel as  contemplated by the second and third sentences of this Section 6(c),
the indemnifying  party agrees that it shall be liable for any settlement of any
proceeding  even if effected  without its written consent if (i) such settlement
is entered into more than 30 days after  receipt by such  indemnifying  party of
the aforesaid  request and of written notice of the terms of such settlement and
(ii) such indemnifying  party shall not have reimbursed the indemnified party in
accordance  with  such  request  prior  to  the  date  of  such  settlement.  No
indemnifying  party shall,  without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened  proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought  hereunder by such  indemnified  party,  unless such settlement
includes an unconditional  release of such indemnified  party from all liability
on claims that are the subject matter of such proceeding.

                           (d)  If the  indemnification  provided  for  in  this
Section 6 from the  indemnifying  party is unavailable  to an indemnified  party
hereunder in respect of any losses,  claims,  damages,  liabilities  or expenses
referred to therein,  then the indemnifying  party, in lieu of



                                       8
<PAGE>

indemnifying  such  indemnified  party,  shall  contribute to the amount paid or
payable by such indemnified party as a result of such losses,  claims,  damages,
liabilities  or expenses in such  proportion  as is  appropriate  to reflect the
relative fault of the indemnifying  party and indemnified  parties in connection
with the actions which resulted in such losses, claims, damages,  liabilities or
expenses, as well as any other relevant equitable  considerations.  The relative
fault of such indemnifying party and indemnified  parties shall be determined by
reference to, among other things, whether any action in question,  including any
untrue or alleged  untrue  statement  of a material  fact or omission or alleged
omission to state a material fact, has been made by, or relates to,  information
supplied by, such indemnifying  party or indemnified  parties,  and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent  such  action.  The amount paid or payable by a party as a result of the
losses,  claims,  damages,  liabilities and expenses  referred to above shall be
deemed to include  any legal or other fees or  expenses  reasonably  incurred by
such party in connection with any investigation or proceeding.

                           (e) The  parties  hereto  agree  that it would not be
just and equitable if  contribution  pursuant to Section 6(d) were determined by
pro rata  allocation  or by any other method of  allocation  which does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent  misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any Person who was not guilty of such fraudulent misrepresentation.

                  7. POSTPONEMENT OF REGISTRATION OBLIGATIONS.

                           (a)  Notwithstanding  the  other  provisions  of this
Agreement, Redhook shall be entitled to postpone for a reasonable period of time
(but not  exceeding  three  months)  the  filing of any  registration  statement
otherwise  required  to be  prepared  and filed by it  pursuant to Section 2, if
Redhook  determines,  in its reasonable  judgment,  that such  registration  and
offering   would   interfere   with  any   financing,   acquisition,   corporate
reorganization or other material transaction  involving Redhook or would require
premature disclosures thereof. Redhook shall promptly give ABI written notice of
such  determination,  containing  a general  statement  of the  reasons for such
postponement and a specification of the anticipated delay.  Redhook shall not be
entitled to exercise  its rights  under this  Section  7(a) during any period in
which it is undertaking a registration for any other holder of securities or for
itself.

                           (b) If  Redhook  shall so  postpone  the  filing of a
registration  statement under this Section, ABI shall have the right to withdraw
the request for  registration by giving written notice to Redhook within 20 days
after  receipt  of the  notice  of  postponement,  and,  in the  event  of  such
withdrawal,  such request  shall not be counted for purposes of the requests for
registration to which ABI is entitled pursuant to Section 2 hereof.

                  8.  SELECTION  OF  MANAGING  UNDERWRITERS.  The lead  managing
underwriter for any offering of Registrable  Securities to be conducted pursuant
to  Section  2  shall  be  selected  by ABI but  shall  either  be a  nationally
recognized  underwriter  of  securities  or such other  underwriter  as shall be
acceptable in the reasonable judgment of Redhook.


                                       9
<PAGE>

                  9. MISCELLANEOUS.

                           (a) NO  INCONSISTENT  AGREEMENTS.  Redhook  will  not
hereafter  enter into any  agreement  with  respect to its  securities  which is
inconsistent with the rights granted to ABI in this Agreement.  Redhook does not
have in effect any agreement with respect to any of its securities  granting any
registration  rights to any  person.  Any right  granted by Redhook to any other
Person to include  securities  held by that  Person in a  registration  effected
pursuant to Section 2 or the  inclusion  of  securities  to be issued or sold by
Redhook in a  registration  effected  pursuant  to  Section 2 shall  apply or be
permitted only to the extent that the lead managing  underwriter of the offering
advises ABI that, in its opinion,  the distribution of the securities  requested
to be included in the registration  concurrently with the Registrable Securities
would not materially and adversely affect the distribution of such securities by
ABI or the proceeds to be received by ABI as a result of the distribution of the
Registrable Securities.

                           (b) REMEDIES.  ABI, in addition to being  entitled to
exercise  all rights  granted by law,  including  recovery of  damages,  will be
entitled to specific  performance  of its rights under this  Agreement.  Redhook
agrees that  monetary  damages would not be adequate  compensation  for any loss
incurred by reason of a breach by it of the  provisions  of this  Agreement  and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.  In any action or proceeding brought to enforce
any  provision  of this  Agreement  or where any  provision  hereof  is  validly
asserted  as a  defense,  the  successful  party  shall be  entitled  to recover
reasonable attorneys' fees in addition to any other available remedy.

                           (c)  AMENDMENTS  AND  WAIVERS.  Except  as  otherwise
provided herein, the provisions of this Agreement may not be amended,  modified,
supplemented or waived unless the same shall be in writing and signed by Redhook
and ABI and shall specifically refer to this Agreement.  The waiver by any party
hereto of a breach of any  provision of this  Agreement  shall not operate or be
construed as a waiver of any preceding or succeeding  breach,  and no failure by
either  party to exercise  any right or  privilege  hereunder  shall be deemed a
waiver of such  party's  rights  or  privileges  hereunder  or shall be deemed a
waiver of such  party's  rights to exercise the same at any  subsequent  time or
times hereunder.

                           (d) NOTICE GENERALLY.  Any notice,  demand,  request,
consent, approval, declaration,  delivery or other communication hereunder to be
made pursuant to the provisions of this Agreement shall be sufficiently given or
made if in writing and either  delivered in person with receipt  acknowledged or
sent by registered or certified mail, return receipt requested, postage prepaid,
or by telecopy and confirmed by telecopy answerback, addressed as follows:

                                    (i) if to ABI, at

                                    Anheuser-Busch, Incorporated
                                    One Busch Place
                                    St. Louis, Missouri  63118
                                    Attention:  Vice President-Business and
                                                Wholesaler System Development
                                    Telecopy Number:  (314) 765-9167



                                       10
<PAGE>

                                    with a copy to:

                                    Anheuser-Busch Companies, Inc.
                                    One Busch Place
                                    St. Louis, Missouri  63118
                                    Attention: Vice President and General
                                    Counsel
                                    Telecopy Number:  (314) 577-0776

                                    (ii) if to Redhook, at

                                    Redhook Ale Brewery, Incorporated
                                    14300 NE 145th Street
                                    Woodinville, Washington  98072
                                    Attention:  President
                                    Telecopy Number:  (425) 485-0761

                                    with a copy to:

                                    Riddell Williams P.S.
                                    1001 Fourth Avenue Plaza, Suite 4500
                                    Seattle, WA  98154
                                    Attention:  Douglass A. Raff
                                    Telecopy Number:   (206) 389-1708


or at such  other  address  as may be  substituted  by  notice  given as  herein
provided.  The giving of any notice required  hereunder may be waived in writing
by the party  entitled to receive such notice.  Every notice,  demand,  request,
consent, approval, declaration,  delivery or other communication hereunder shall
be  deemed to have  been  duly  given or served on the date on which  personally
delivered,  with  receipt  acknowledged,  telecopied  and  confirmed by telecopy
answerback or three  Business  Days after the same shall have been  deposited in
the United States mail.

                           (e)  SUCCESSORS  AND ASSIGNS.  This  Agreement  shall
inure to the benefit of and be binding upon the  successors  and assigns of each
of the parties hereto including any affiliate of ABI that ABI designates to hold
or  receive  the  Registrable  Securities  and any  person  to whom  Registrable
Securities  are  transferred  by  ABI,  other  than  any  Person  that is not an
Affiliate  of ABI  acquiring  such  Registrable  Securities  (i) in an  offering
registered  under the  Securities  Act or (ii)  pursuant to Section  4(1) of the
Securities Act or Rule 144 or Rule 144A (or any similar provision then in force)
promulgated  under the  Securities  Act of 1933 if such Person is  permitted  to
publicly resell publicly the Registrable  Securities held by such Person so long
as it is not an affiliate of Redhook without  subsequent  registration under the
Securities Act or compliance with the  requirements of Rule 144 thereunder.  Any
right or remedy,  arising hereunder or by reason hereof,  shall be assignable by
ABI to any Affiliate  without the prior written  consent of Redhook,  so long as
ABI shall remain liable for ABI's obligations hereunder.

                                       11
<PAGE>


                           (f) HEADINGS.  The headings in this Agreement are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

                           (g) GOVERNING LAW. This  Agreement  shall be governed
by the laws of the State of Washington, without regard to the provisions thereof
relating to conflict of laws.

                           (h) SEVERABILITY.  Wherever possible,  each provision
of this  Agreement  shall be  interpreted  in such manner as to be effective and
valid under  applicable  law, but if any  provision of this  Agreement  shall be
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

                           (i) ENTIRE AGREEMENT.  This Agreement,  together with
the Exchange  Agreement,  represents the complete agreement and understanding of
the  parties  hereto in  respect  of the  subject  matter  contained  herein and
therein.  This  Agreement  supersedes all prior  agreements  and  understandings
between the parties with respect to the subject matter hereof.

                           (j)  COUNTERPARTS.  This Agreement may be executed in
any number of counterparts,  each of which shall be deemed to be an original and
all of which together shall be deemed to be one and the same instrument.


                            (SIGNATURE PAGE FOLLOWS)


                                       12
<PAGE>




         IN WITNESS WHEREOF,  Redhook and ABI have executed this Agreement as of
the date first above written.

                          REDHOOK ALE BREWERY, INCORPORATED


                          By:/s/ PAUL SHIPMAN
                             -----------------------------------------
                             Title: President and Chief Executive Officer


                          ANHEUSER-BUSCH, INCORPORATED


                          By: /s/ JAMES F. HOFFMEISTER
                             --------------------------------------------
                              Title:  Vice President - Administration